Download - ZF Steering Gear (India) Ltd.

Notes:
1) A MEMBER ENTITLED TO ATTEND AND VOTE AT THE
MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND
AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT
BE A MEMBER OF THE COMPANY.
Proxy Forms, in order to be effective, must be received by the
Company at its Registered Office not less than 48 hours before the
date of theAnnual General Meeting.
2) The relevant Explanatory Statement pursuant to Section 173(2) of
the Companies Act, 1956, in respect of the Special Business
mentioned in the Notice is annexed hereto.
3) Members/ Proxies/ Representatives should bring the enclosed
duly filled attendance slip, for attending the Meeting. Copies of the
Annual Report or Attendance Slip will not be distributed at the
Meeting.
4) Profiles of the Directors being appointed/ re-appointed, as required
by the Corporate Governance Code (Clause 49 VI A of the Listing
Agreements entered into with the Stock Exchange), are annexed
to the Notice.
5) The Register of Members and Share Transfer Books of the
Company will remain closed from July 23, 2013 to July 30, 2013
(both days inclusive) for the purpose of payment of dividend to
those Members, whose names stand on the Register of Members
as on July 30, 2013. The dividend in respect of Equity Shares held
in electronic form will be payable to the beneficial owners of the
Equity Shares as at the end of business hours on July 22, 2013 as
per the details furnished by the depositories for this purpose.
6) Members desirous of obtaining any information concerning the
accounts and operations of the Company are requested to address
their questions to the Company, so as to reach it at least ten days
before the date of the Meeting, so that information can be made
available at the Meeting.
7) Members holding shares in physical form are requested to intimate
the changes, if any, in their registered addresses, to the Company's
Registrar & Share Transfer Agents M/s. Link Intime India Pvt. Ltd.,
Block No. 202, 2nd Floor, Akshay Complex, Near Ganesh Temple,
Off Dhole Patil Road, Pune- 411 001.
8) Members are advised that respective bank details and address as
furnished by them or by NSDL/ CDSL to the Company, for shares
held in physical form and in the dematerialized form respectively,
will be printed on their dividend warrant so as to protect against
fraudulent encashment.
9) Pursuant to provisions of Section 205A and 205 C of the
Companies Act, 1956, the amount of dividend remaining unpaid or
unclaimed for a period of seven years from the date of transfer to
the unpaid dividend account, is required to be transferred to the
Investor Education and Protection Fund (IEPF) of the Central
Government. Accordingly, unclaimed dividends for the financial
years 1995-96 to 2004-05 have been transferred to the Investor
Education and Protection Fund of the Central Government.
Unclaimed dividend for financial years 2005-06 and thereafter is
still lying with the Company. Shareholders who have not yet encashed
the dividend warrants for financial years 2005-06 and
thereafter are requested to contact the Company at the earliest
since no claim shall lie against the Company or the Investor
Education and Protection Fund after transfer as mentioned above.
The details of the unclaimed dividends of the aforesaid years are
available on the Ministry of Corporate Affairs website at
www.mca.gov.in.
10) The Annual Report 2012-13 of the Company circulated to the
Members of the Company, will be made available on the
Company's website at www.zfindia.com and also on the website of
the BSE Limited at www.bseindia.com
11) The Securities and Exchange Board of India (SEBI) has mandated
the submission of Permanent Account Number (PAN) by every
participant in securities market. Members holding shares in
electronic form are, therefore, requested to submit the PAN to their
Depository Participants with whom they are maintaining their
demat accounts. Members holding shares in physical form can
submit their PAN details to the Company/ Registrars and Transfer
Agents, M/s. Link Intime India Pvt. Ltd.
12) All documents referred to in the accompanying Notice and
Explanatory Statement are open for inspection at the Registered
Office of the Company on all working days up to the date of the 33rd
Annual General Meeting.
Important Communication to Members
The following are the Company's recommendations to
shareholders/ investors:
Open Demat Account and Dematerialise your shares
Investors should convert their physical holdings of securities into
demat holdings. Holding securities in demat form helps investors
to get immediate transfer of securities. No stamp duty is payable
on transfer of shares held in demat form and risks associated with
physical certificates such as forged transfers, fake certificates and
bad deliveries are avoided.
Consolidate Multiple Folios
Investors should consolidate their shareholding held in multiple
folios. This would facilitate one-stop tracking of all corporate
benefits on the shares and would reduce time and efforts required
to monitor multiple folios.
Register NECS Mandate and furnish correct bank account
particulars with Company/ Depository Participant (DP)
Investors holding the shares in physical form should provide the
National Electronic Clearing Services (NECS) mandate to the
Company and investors holding the shares in demat form should
ensure that correct and updated particulars of their bank account
are available with the Depository Participant (DP). This would
facilitate in receiving direct credits of dividends, refunds etc., from
Companies and avoid postal delays and loss in transit. Investors
must update their new bank account numbers allotted after
implementation of Core Banking Solution (CBS) to the Company
in case of shares held in physical form and to the DP in case of
shares held in demat form.
Submit Nomination Form
Investors should register their nominations in case of physical
shares with the Company and in case of dematerialized shares
with their DP. Nomination would help the nominees to get the
shares transmitted in their favour. Investors must ensure that
nomination made is in the prescribed Form and must be
witnessed by two witnesses in order to be effective. The Form
may be downloaded from the Company's website
www.zfindia.com under the section 'Investor'.
Green Initiative
Register e-mail address:
To support the 'Green Initiative' in the Corporate Governance
taken by the Ministry of Corporate Governance taken by the
Ministry of Corporate Affairs, to contribute towards greener
environment and to receive all documents, notices, including
Annual Reports and other communications of the Company,
investors should register their e-mail addresses with M/s. Link
Intime India Pvt. Ltd., if shares are held in physical mode or with
their DP, if the holding is in electronic mode.
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